By-Laws of Forest Hill Association
March 17, 2014
MEMBERSHIP AND DUES:
The members of the corporation, except as hereinafter provided, shall be the holders of the legal title to the lots in “Forest Hill” and “Forest Hill Court” as per maps thereof recorded in the office of the County Recorder of the City and County of San Francisco, as follows:
|Date of Filing||Map Book||Pages|
|May 18, 1913||G||100 & 101|
|September 11, 1913||H||2 & 3|
|September 1, 1915||H||33, 34, & 35|
The property described above will be hereinafter known as “Forest Hill.”
Those qualified for membership in the Corporation and the property rights and interest in the Corporation incident thereto shall be:
The holder of a legal title to a lot or lots shown on said maps and properly recorded prior to May 1, 1966.
Any titleholder to a lot or lots shown on said maps and properly recorded on or after May 1, 1966 and who has signed the Agreement with the Forest Hill Association effective January 1, 1962 or whose prior owner has signed said Agreement covering the same lot or lots.
As provided in Section 7 of the Agreement effective January 1, 1962 between the Forest Hill Association and the individual titleholders and their successors in interest or assigns, such titleholders are required to pay assessments to the Association for the operation and maintenance of Forest Hill the amounts at such times and in such conditions as are described in the aforesaid Section 7.
PROPERTY RIGHTS AND INTEREST:
Each member of the corporation shall have such a property interest in the Corporation as is represented by the ratio of the number of votes to which each member is entitled to the possible number of votes that may be voted by all members of the Corporation provided, however, such interest is, and shall be, appurtenant to the lot or lots within such tracts owned by such member.
The corporate powers of this Corporation shall be vested in a Board of seven Directors who shall be members of the Corporation, and four shall constitute a quorum for the transaction of business. Except as may be hereinafter set forth, a majority vote of the Board shall be required to conduct business, establish policy or conclude contracts on behalf of the corporation.
IV.11 Any member of the Corporation in good standing may become a candidate for the Board of Directors by filing with the secretary of the Board
a statement of intent to be a candidate
a ballot statement of up to 200 words in length indicating his or her qualifications and interest
IV.12 Such materials must be received by the Inspector of Elections by 5:00 p.m. on the Friday prior to the last Regular Directors’ meeting before the Annual Meeting of the Corporation.
IV.13 Candidates shall run as individuals, no slates shall be permitted
IV.14 The Board of Directors shall neither endorse nor oppose the candidacy of any eligible member
V.1 ELECTION OF DIRECTORS
V.10 The Directors shall be elected by the members, at the Annual Meeting of the Corporation, to serve for one year and until their successors are elected
V.11 The presence, in person or by proxy, of thirty-five (35) percent of the voting power of the corporation shall constitute a quorum for the transaction of business and a majority of a quorum shall control in all matters except that it shall require not less than twenty-five (25) percent of the voting power of the corporation to elect Directors.
V.12 The election shall be conducted by an independent Inspector of Elections by the procedures herein set forth.
V.13 Elections shall be by secret ballot
V.14 The Forest Hill Association, as owner of the five lots occupied by its Clubhouse and attached grounds operated as hereafter set forth in ARTICLE XIV, for the benefit of all members of the Corporation, shall have no power to vote the interests of said five lots in any election conducted among the Members of this Corporation
V.2 ELECTION PROCEDURES
V.21 The Board shall appoint an independent Inspector of Elections to conduct the election in a manner that is fair and transparent.
V.22 The Board shall notify all members, at each member’s last known address as recorded in the Corporation’s records, of the approaching election by mail post-marked at least eight weeks prior to the date of the Annual Meeting. This notice shall include information about the number of seats to be elected, the procedures for nomination, the date of the election, the date of the scheduled Election Forum, and procedures to be followed in the conduct of the election.
V.23 At the last Regular meeting prior to the Annual Meeting of the Membership, the Inspector of Elections, having verified the list of eligible candidates, shall submit the nominations received to the Board for certification.
V.24 Each member of the Corporation shall have a one vote interest for each 3333 square feet of real property which they own within Forest Hill but, in no event, less than one vote. There shall be no partial or fractional votes for ownership interest in excess of even multiples of 3333 square feet.
V.25 The Inspector of Elections shall verify the eligible members of the Corporation and the number of votes to which each is entitled by reviewing the records of the Corporation.
V.26 Two weeks prior to the Annual Meeting of the Membership, the Inspector of Elections shall preside over an Election Forum in the Forest Hill Clubhouse.
V.27 Unless excused by the Inspector of Elections for extraordinary hardship, attendance at this Forum shall be required for all candidates so that all members of the Corporation may have the opportunity to hear from and question each candidate prior to casting their ballots.
V.28 The Forest Hill Association shall conduct no electioneering, nor distribute any materials in connection with any election of Directors, except as set forth in these Articles.
V.29 No candidate shall make direct or indirect use of any identifying or contact information for individual members, whether obtained directly or indirectly from past or present records of the Association, to contact members in connection with the election of Directors.
V.31 Ballots shall be provided by mail to all eligible voters at each member’s last known mailing address, as recorded in the Corporation’s records, by the Inspector of Elections at least 21 days prior to the Annual Meeting, or by electronic mail at the member’s last known email address.
V.32 Ballots shall be accompanied by the candidates’ statements.
V.33 Ballots shall list all the eligible candidates in alphabetical order.
V.34 Ballots shall clearly state the number of seats to be voted upon.
V.35 Ballots shall indicate the number of votes the member is entitled to cast.
V.36 Paper ballots shall be accompanied by a sealable Ballot Envelope which indicates on its exterior the member’s name and the number of votes represented.
V. 37 Electronic balloting shall be conducted and tabulated by the Inspector of Elections in such a manner that only the Inspector of Elections is aware of how the member voted.
V.4 BALLOT TABULATION
V.41 Members may vote proxy/absentee by filing their completed ballots with the Inspector of Elections prior to the Annual Meeting or in person at the Annual Meeting of the members
V.42 Paper ballots must be returned in the ballot envelope provided and the envelope must be signed by the member casting the ballot.
V.43 Ballot envelopes shall be date-stamped upon their receipt.
V.44 In any case, where a member submits more than one ballot for a voting interest, the ballot latest received shall be recorded and counted; earlier ballots shall be destroyed unopened.
V.45 Except where two or more individuals are co-owners of a property and hence of voting interest in the corporation, and except where such co-owners designate one of them to cast the jointly held voting interest, no member or other party may cast any votes on behalf of another’s voting interest.
V.46 After balloting is closed at the Annual Meeting, the votes shall be immediately tabulated by the Inspector of Elections, and the candidates ranked by the number of votes received.
V.47 The seven (7) candidates with the highest vote totals, each representing not less than twenty-five (25) percent of the voting power of the corporation, shall be elected. In the case of any tie for the final elected position, the winner shall be chosen by lot, in the presence of the then-sitting Board and members in attendance.
V.48 As soon as they have been determined, the election results shall be presented for certification to the then-sitting Board of Directors, at the Annual Meeting by the Inspector of Elections. In any case where the results are unable to be accurately tabulated prior to the completion of all other business at the Annual Meeting, said meeting shall be continued to a date certain, in no case more than seven calendar days later, for the sole purpose of receiving and certifying the results.
V.49 The newly elected Directors shall take office immediately upon certification of the tally by the previously seated Board.
Vacancies in the Board of Directors shall be filled by the remaining Directors when assembled as a Board, and such appointees shall hold office until the first Annual Meeting of the members thereafter.
POWERS OF DIRECTORS:
The Directors shall have the power:
To call special meetings of the members whenever they deem it necessary. And they shall call a meeting at any time upon the written request of one hundred (100) members of the Corporation.
To appoint a President, Vice President, Secretary, Treasurer and such additional officers as may be deemed advisable, including an Executive Secretary and an attorney, who need not be members of the Board, and such other employees and agents as may be required; to prescribe their duties, fix their compensation and require from them security for the faithful performance of their duties; and to remove them at pleasure.
To levy and collect assessments against the respective members as provided by Article I of the By-Laws of the Corporation.
To conduct, manage and control the affairs and business of the Corporation and to make rules and regulations not inconsistent with the laws of the State of California or the By-Laws of the Corporation for the guidance of the officers and management of the affairs of the Corporation.
DUTIES OF DIRECTORS:
It shall be the duty of the Directors:
To cause to be kept a complete record of all their minutes, and acts, and of the proceedings of the members, and to present a full statement at the regular Annual Meeting of the members showing in detail the assets and liabilities of the Corporation and generally the condition of its affairs.
To supervise all officers, employees and agents and see that their duties are properly performed.
The Board of Directors shall at their first regular meeting elect one of their number to act as President; and if at any time the President is unable to act, the Vice President shall take his place and perform his duties; and if the Vice President from any cause shall be unable to act, they shall appoint some other member of the Board to act in whom shall be vested, for the time being, all the duties and functions of the office of President. The President, or in his absence or inability to act, the Vice President, or in his the absence or inability to act of both the President and Vice President to act, the Director appointed as above provided shall:
Preside over all meetings of the members and Directors and shall cast the tie-breaking vote.
Appoint such Committees as may from time to time be advisable or expedient, and prescribe their duties.
Have such other powers as may be conferred upon him by the Board of Directors.
The Board of Directors shall elect the Secretary:
It shall be the duty of the Secretary to keep a record of the proceedings of the Board of Directors, and of the members
He shall keep the corporate seal of the Corporation and shall affix said corporate seal to all papers requiring a seal.
He shall serve all notices required either by law or by the By-Laws of the Corporation, and in case of his absence, inability, refusal or neglect to do so, then such notices may be served by any person thereunto directed by the President or Vice President of the Corporation.
He shall keep proper books showing the legal title to each of the said lots, as the same appear of record, and the dates of each transfer of record of the legal title to any of the said lots and shall discharge such other duties as pertain to his office and as are prescribed by the Board of Directors.
The Board of Directors shall elect the Treasurer:
The Treasurer shall receive and deposit in such bank or banks as the Board of Directors may direct all funds of the Corporation, subject to the check of such officers as the Board of Directors shall designate.
BOOKS AND PAPERS:
The books and such papers as may be placed on file by vote of the members or Directors shall, at all times during normal business hours, be subject to the inspection of the Board of Directors or of any member of the Corporation.
The Annual Meeting of the members shall be held in the City and County of San Francisco on the third Monday in April, or an alternate date in April chosen by the Directors, of each year and shall be called by a notice in writing mailed to each member at his last known place of residence or business, such notice to be deposited in the United States Post Office in San Francisco at least ten days preceding the date of meeting and postage thereon must be prepaid.
Special meetings of the members shall be called in like manner after five days’ notice.
No meeting of members shall be competent to transact business unless thirty-five (35) percent of the voting power of the Corporation be present in person or by proxy, except to adjourn from day to day or until such time as may be deemed proper.
At such meeting of the members, Directors for the ensuing year shall be elected by ballot to serve for one year and until their successors are elected. If, however, for want of a quorum or other cause, a members’ meeting shall not be held on the day above named, or should the members fail to complete their elections or such other business as may be presented for their consideration, those present may adjourn from day to day until the same may be accomplished.
Regular meetings of the Directors shall be held on the second Monday of each month, August and December excepted, at the office of the Corporation, at 7 o’clock p.m. provided that the Directors may change by resolution the day of holding the regular meetings and the place thereof. No notice of the Regular Meetings of the Board of Directors need be given.
The President or any three of the Directors may call special meetings of the Directors at any time and notice shall be given of such called meeting by depositing, in the United States Post Office at San Francisco, California, a written or printed notice thereof, with postage thereon prepaid, addressed to each Director at the last address left with the Secretary, at least three days before the time of said meeting or by serving personally such notice on each Director one day before such meeting. Such service of notice shall be entered in the minutes of the Corporation and the said minutes upon being read and approved at a subsequent meeting of the Board, shall be conclusive upon the question of service.
Notices specified or required in these By-Laws for members need be given only to members appearing as such on the books of the Corporation.
At all corporate meetings, either in person or by proxy, the members shall be all persons who are record owners of lots in Forest Hill. Where title is held in more than one name, the titleholders may designate one of them to exercise voting rights and shall so advise the Directors of this Corporation. The titleholder (or titleholders collectively if there be more than one) shall have one (1) vote for each even multiple of three thousand three hundred thirty-three (3,333) square feet of real property owned in Forest Hill, but in no event less than one (1) vote and there shall be no fractional votes for amounts in excess of such even multiples of three thousand three hundred thirty-three (3,333) square feet. All proxies shall be in writing and filed with the Secretary.
RESTRICTIONS ON ALIENATION AND — USE OF ASSOCIATION PROPERTY:
The five (5) lots located on Magellan Avenue and generally known as 381 Magellan and the Clubhouse located thereon shall be used as headquarters for the conduct of corporate affairs, as a garden and as a Clubhouse for social and recreational purposes and not otherwise.
The purposes for which said property may be used may not be changed nor may said property or any part thereof be sold unless and until:
A majority of the entire Board of Directors at a Regular Meeting adopts a resolution recommending such change of use or sale of property;
A notice of such action by the Board of Directors be sent to every member of the Association not less than ten (10) days prior to the next Regular Meeting of the Board of Directors;
At the next Regular Meeting the Board of Directors reaffirms said resolution and calls a special meeting of the members to be held within sixty (60) days and with not less than thirty (30) days written notice; and
The change of use or sale of property is approved by a majority of the voting power of the Association at said meeting.
The Corporation shall have a common seal, consisting of a circle, having conveniently arranged on said seal the words “FOREST HILL ASSOCIATION, Incorporated March 12, 1918.”
The By-Laws may be amended by the unanimous vote of the Directors or by a majority of the voting power of the corporation.